HERBALIFE LTD.
AMENDED AND RESTATED
INDEPENDENT DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT
PLAN
Pursuant to
Section 9 of the Herbalife Ltd. Amended and Restated
Independent Directors Deferred Compensation and Stock Unit Plan
(the “ Independent Directors Plan ”), the
Independent Directors Plan is hereby amended as follows, effective
as of January 27, 2009:
1. Section 1
of the Independent Directors Plan is hereby amended by deleting the
third sentence of the first paragraph thereof in its entirety and
replacing it with the following:
“Prior to
January 1, 2009, the Independent Directors Plan provided for
the award of Stock Units under Section 9 of the Herbalife Ltd.
2005 Stock Incentive Plan (the “Plan”). From and after
January 1, 2009, the Independent Directors Plan provides for
the award of Stock Appreciation Rights under Section 8 of the
Plan.”
2. Section 1
of the Independent Directors Plan is hereby amended by deleting the
second paragraph thereof in its entirety and replacing it with the
following:
“The purpose
of the Plan is to facilitate equity ownership in the Company by its
Independent Directors through the award of equity-based
compensation awards under the Plan. “
3. Section 2(c)
of the Independent Directors Plan is hereby deleted in its entirety
and replaced with the following:
“(c) ‘
Grant Date ’ means a date on which Stock Units or
Stock Appreciation Rights are granted pursuant this Independent
Directors Plan.”
4. Section 4
of the Independent Directors Plan is hereby deleted in its entirety
and replaced with the following:
“ 4.
Eligibility and Participation.
All Independent
Directors shall be eligible to participate in this Independent
Directors Plan and receive awards of Stock Units or Stock
Appreciation Rights, as applicable, hereunder from time to
time.”
5. Section 5
of the Independent Directors Plan is hereby amended to add the
following new subsection (g) to the end thereof:
“(g) Notwithstanding
anything herein to the contrary, no Stock Units shall be awarded
under this Independent Directors Plan on or after January 1,
2009.”
6. The
Independent Directors Plan is hereby amended to add the following
new Section 5A immediately following the existing
Section 5 thereof:
“ 5A.
Stock Appreciation Right Awards.
(a) 2009 Plan
Year Grant. On February 27, 2009, the Committee shall
grant to each Independent Director, pursuant to Section 8 of
the Plan, a number of Stock Appreciation Rights equal to the
quotient of One Hundred Thousand Dollars ($100,000) divided by the
“fair value” (as determined by the Company in
accordance with Financial Accounting Standards Board’s
Statement of Financial Accounting Standards No. 123 (revised
2004), Share-Based Payment or such revised standard as then
applicable (“ FAS 123R ”)) of one Stock
Appreciation Right on such date, rounded to the nearest whole
number.
(b) Grants Upon
Initial Election to Board. Unless otherwise determined by the
Committee, with respect to each Independent Director who commences
service on the Board after February 27, 2009, upon such
Independent Director’s commencement of service as a member of
the Board the Committee shall grant to such Independent Director,
pursuant to Section 8 of the Plan, a number of Stock
Appreciation Rights equal to (i) the quotient of One Hundred
Thousand Dollars ($100,000) divided by the “fair value”
(as determined by the Company in accordance with FAS 123R) of one
Stock Appreciation Right on such date, rounded to the nearest whole
number, multiplied by (ii) a fraction, the numerator of which
equals (A) 365 minus (B) the number of days during the
year that have elapsed from February 27 through such date and
the denominator of which equals 365.
(c) Annual
Grants. Unless otherwise determined by the Committee, on
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